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26-Feb-2008
Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
Effective on February 13, 2008, Morgan Creek Energy Corp (the "Company") completed a shares for debt private placement (the "Private Placement") with certain non-United States residents (each an "Investor") pursuant to which the Company issued an aggregate of 7,576,068 common shares from the treasury of the Company, at a deemed settlement and issuance price of $0.20 per common share, in settlement of an aggregate of $1,515,213.60 in indebtedness owing by the Company to said Investors.
The shares for debt Private Placement was made and sold only to non-United States Investors in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the "Act"). The Private Placement has not been registered under the Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements.
MFG
Chali
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